Governmental Authorizations; Third Party Consents. Except as set forth on Schedule 2.1.5 hereto, no approval, consent, compliance, exemption, authorization or other action by, or notice to or filing with, any Governmental Body or any other person or entity, and no lapse of a waiting period, is necessary or required to be obtained by the Company or any Founder or Institutional Shareholder in connection with the execution, delivery or performance by any of them, of this Agreement, any of the Executed Agreements or the transactions contemplated hereby and thereby.
Governmental Authorizations; Third Party Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind is necessary or required in connection with the execution, delivery or performance by the Company of this Agreement, or any other documents executed pursuant to this Agreement, other than as specifically required by this Agreement, the filing of a registration statement pursuant to the Amended Registration Rights Agreement, the filing of a Form D with the Securities and Exchange Commission and filings required under applicable state securities or "blue sky" laws.
Governmental Authorizations; Third Party Consents. Except as set forth on Schedule 3.1(d) hereto, no approval, consent, waiver, exemption, order, authorization or other action by, or notice to or filing with, any governmental authority or any Person, and no lapse of a waiting period, is required to be obtained by the Company in connection with (or in order to permit) the execution, delivery or performance by any of them of this Agreement or the consummation of the transactions contemplated hereby or thereby (collectively, the “Consents”).
Governmental Authorizations; Third Party Consents. Except as set forth in Schedule 3.5, no Consents are required to be obtained by the Company.
Governmental Authorizations; Third Party Consents. Except as set forth in Schedule 4.4, no Consents are required to be obtained by such Seller.
Governmental Authorizations; Third Party Consents. No approval, consent, authorization or other action by, or notice to or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period, is necessary or required in connection with the execution, delivery or performance by the Purchaser or, in the case of the Distribution Agreement and the Services Agreement to which it is a party, by Merck or Genpharm, as the case may be, of this Agreement, the other agreements referred to herein or the transactions contemplated hereby or thereby, except for such filings or approvals (a) required pursuant to the HSR Act and (b) as may be required (by the FDA or other governmental authorities) to be obtained in connection with the Distribution Agreement.
Governmental Authorizations; Third Party Consents. (a) Except as set forth on the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not require the Company to obtain any consent, approval, license, permit, order or authorization of, or registration, declaration, notice, filing or action by or in respect of any national or transnational, domestic or foreign, federal, state, provincial, county, municipal or local government (or any political subdivision thereof) or national, transnational, domestic or foreign, federal, state, provincial, county, municipal or local governmental authority, department, court, tribunal or judicial or arbitral body, administrative or regulatory agency, instrumentality, commission or official, including any political subdivision thereof (each a “Governmental Entity”) other than (a) compliance with the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (b) any consents, approvals, licenses, permits, orders or authorizations of, or registrations, declarations, notices, actions or filings the absence of which would not have or be reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby.
Governmental Authorizations; Third Party Consents. No approval, consent, authorization or other action by, or notice to or filing with, any governmental authority or any other person or entity, and no lapse of a waiting period, is necessary or required in connection with the execution, delivery or performance by the Company of this Agreement, the other agreements referred to herein or the transactions contemplated hereby or thereby, except for (i) such filings or approvals required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder (the "HSR Act"), (ii) such filings or approvals as may be required to be obtained in connection with the manufacture and sale of products pursuant to the Distribution Agreement, (iii) the Shareholders' Approval of the Proposals by the requisite votes, (iv) such filings or approvals required to list the Shares and the Option Shares on the New York Stock Exchange and the Pacific Stock Exchange and (v) the matters set forth on Schedule 2.8 hereto.
Governmental Authorizations; Third Party Consents. Based upon the information provided to the Investor by the Company, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind is necessary or required by the Investor in connection with the execution, delivery and performance by the Investor of this Agreement, or any other documents executed pursuant to this Agreement; provided, however, that the Investor makes no representations with respect to applicable federal or state securities laws; and provided, further, however, that any liability of the Investor resulting from a breach of this representation shall be limited to the aggregate purchase price paid by the Investor for the Series A Preferred purchased hereunder.
Governmental Authorizations; Third Party Consents. Except for any filings under the HSR Act and any post-sale filings that relate to the transactions contemplated by this Agreement that may be required under federal or state securities laws, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental
